-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DixVq3XweQPQocrK4428gRDOw0DobAzo/4n5xLbccyvd6CHa0I5t+AZ997vWvhRH Ua9sphvtgVWZNpB7LnU1mg== 0000929624-00-000454.txt : 20000331 0000929624-00-000454.hdr.sgml : 20000331 ACCESSION NUMBER: 0000929624-00-000454 CONFORMED SUBMISSION TYPE: 10-K405 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000330 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HEADLANDS HOME EQUITY LOAN TR 1998-2 REV HOME EQ LN AS BK NO CENTRAL INDEX KEY: 0001087811 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 680397342 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405 SEC ACT: SEC FILE NUMBER: 333-28031-01 FILM NUMBER: 584646 BUSINESS ADDRESS: STREET 1: 700 LARSPUR LANDING CIRCLE STREET 2: STE 240 CITY: LARKSPUR STATE: CA ZIP: 94939 MAIL ADDRESS: STREET 1: 700 LARKSPUR LANDING CIRCLE STREET 2: STE 240 CITY: LARKSPUR STATE: CA ZIP: 94939 10-K405 1 FORM 10-K405 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 1999 OR [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934 For the transition period from __________ to _________. Commission File Number: 333-28031-3 GREENPOINT MORTGAGE SECURITIES INC. (formerly Headlands Mortgage Securities Inc.) (as Sponsor under the Sale and Servicing Agreement, dated December 1, 1999, providing for the Issuance of the Headlands Home Equity Loan Asset-Backed Notes, Series 1998-2) GREENPOINT MORTGAGE SECURITIES INC. (Exact Name of registrant as specified in its charter) Delaware 68-0397342 (State or other jurisdiction (I.R.S. employer of incorporation or organization) identification no.) 700 Larkspur Landing Circle, Suite 240 94939 Larkspur, CA (Zip code) (Address of principal executive offices) (415) 925-5442 (Registrant's telephone number, including area code) Securities registered pursuant Securities registered pursuant to Section 12(b) of the Act: to Section 12(g) of the Act: None None (Title of class) (Title of class) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [_] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] State the aggregate market value of the voting stock held by non-affiliates of Registrant. The aggregate market value shall be computed by reference to the price at which the stock was sold, or the average bid and asked prices of such stock, as of specified date within 60 days prior to the date of filing: Not Applicable Documents incorporated by reference: Not Applicable GREENPOINT MORTGAGE SECURITIES INC. HOME EQUITY LOAN ASSET-BACKED NOTES, SERIES 1998-2 INDEX
Page ---- PART I ............................................................................................. 3 ITEM 1 - BUSINESS........................................................................ 3 ITEM 2 - PROPERTIES...................................................................... 3 ITEM 3 - LEGAL PROCEEDINGS............................................................... 3 ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS............................. 3 PART II ............................................................................................. 3 ITEM 5 - MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS............ 3 ITEM 6 - SELECTED FINANCIAL DATA......................................................... 3 ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS...................................................................... 3 ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA..................................... 3 ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE...................................................................... 3 PART III ............................................................................................. 4 ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.............................. 4 ITEM 11 - EXECUTIVE COMPENSATION.......................................................... 4 ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.................. 4 ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.................................. 4 PART IV ............................................................................................. 5 ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K................. 5 SIGNATURES ............................................................................................. 6 INDEX TO EXHIBITS....................................................................................... 7
PART I ITEM 1 - BUSINESS Not Applicable. ITEM 2 - PROPERTIES GreenPoint Mortgage Securities Inc. (formerly Headlands Mortgage Securities Inc.) (the "Sponsor") will furnish information regarding the Mortgaged Properties by reference to the Annual Compliance Certificates to be filed herein under Item 14. ITEM 3 - LEGAL PROCEEDINGS The Sponsor is not aware of any material pending legal proceedings involving either the Home Equity Loan Asset-Backed Notes, Series 1998-2, the Headlands Home Equity Loan Trust 1998-2 (the "Trust); the Sale and Servicing Agreement; the Indenture; the Indenture Trustee; the Sponsor; or the Servicer which relates to the Trust. ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS No matter has been submitted to a vote of the holders of beneficial interests in the Trust through the solicitation of proxies or otherwise. PART II ITEM 5 - MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS To the best knowledge of the Sponsor, there is no established public trading market for the Notes. The Notes issued by the Trust are held by the Depository Trust Company ("DTC") which in turn maintains records of holders of beneficial interests in the Notes. Based on information obtained by the Trust from DTC, as of December 31, 1999, there were seven holders of the Class A-1 Note, three holders of the Class A-2 Note and six holders of the Class A-3 Note. ITEM 6 - SELECTED FINANCIAL DATA Not Applicable. ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Not Applicable. ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY INFORMATION Not Applicable. ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE There were no changes of accountants or disagreements on accounting or financial disclosures between the Sponsor and its accountants. PART III ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT Not Applicable. ITEM 11 - EXECUTIVE COMPENSATION Not Applicable. ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The Sponsor is a wholly-owned, special purpose subsidiary of GreenPoint Mortgage Funding, Inc. (formerly Headlands Mortgage Company, Inc.) a California corporation. The Trust is a Delaware statutory business trust wholly- owned by the Sponsor. ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS None. PART IV ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (a) The following documents are filed as part of this report: 1. Financial Statements: Not applicable. 2. Financial Statement Schedules: Not applicable. 3. Exhibits: Exhibit No. Description ----------- ----------- 99.1 Statement of Compliance of the Servicer pursuant to Section 3.09 of the Sale and Servicing Agreement. 99.2* Annual Servicing Report with respect to the Servicer's overall servicing operations pursuant to Section 3.10 of the Sale and Servicing Agreement. 99.3 Statement of Compliance of the Issuer pursuant to Section 3.9 of the Indenture. ______________ *The document is not due to be delivered until March 31, 2000. Such document will be filed with the Securities and Exchange Commission by amendment upon receipt by the Registrant. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Sponsor has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. By: GREENPOINT MORTGAGE SECURITIES INC., As Sponsor By: /s/ Gilbert J. Mac Quarrie ---------------------------------- Name: Gilbert J. MacQuarrie Title: Vice President, Chief Financial Officer and Secretary Date: March 30, 2000. Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Sponsor and in the capacities and on the dates indicated:
Signature Position Date --------- -------- ---- /s/ S.A. Ibrahim President and Director March 30, 2000 - ------------------------------------- S.A. Ibrahim (Principal Executive Officer) /s/ Becky S. Poisson Vice President and Director March 30, 2000 - ------------------------------------- Becky S. Poisson /s/ Gilbert J. MacQuarrie Vice President, Chief Financial Officer, Secretary March 30, 2000 - ------------------------------------- Gilbert J. MacQuarrie and Director /s/ Phillip R. Pollock Assistant Secretary March 30, 2000 - ------------------------------------- Phillip R. Pollock /s/ Steven M. Abreu Vice President and Director March 30, 2000 - ------------------------------------- Steven M. Abreu /s/ Kenneth Siprelle Director March 30, 2000 - ------------------------------------- Kenneth Siprelle /s/ John Edmonds Director March 30, 2000 - ------------------------------------- John Edmonds /s/ Kristen Decker Vice President March 30, 2000 - ------------------------------------- Kristen Decker
INDEX TO EXHIBITS Item 14(C) Exhibit No. Description - ----------- ----------- 99.1 Statement of Compliance of the Servicer pursuant to Section 3.09 of the Sale and Servicing Agreement. 99.2* Annual Servicing Report with respect to the Servicer's overall servicing operations pursuant to Section 3.10 of the Sale and Servicing Agreement. 99.3 Statement of Compliance of the Issuer pursuant to Section 3.9 of the Indenture. ______________ *The document is not due to be delivered until March 31, 2000. Such document will be filed with the Securities and Exchange Commission by amendment upon receipt by the Registrant. EX-99.1 2 COMPLIANCE REPORT Exhibit 99.1 [GREENPOINT MORTGAGE FUNDING, INC. LETTERHEAD] March 31, 2000 First National Bank of Chicago One North State Street, 9th Floor Chicago, IL 60602-0126 Attn: Corporate Trust Administration Department Ambac Assurance Corporation One State Street Plaza New York, NY 10004 Attn: Structured Finance Department-MBS Moody's Residential Loan Monitoring Group 4th Floor, 99 Church Street New York, NY 10007 Standard & Poor's 26 Broadway New York, NY 10004 RE: Headlands Home Equity Loan Trust (Series 1998-2); Annual Statement as to Compliance by the Master Servicer -------------------------------------------------------- Ladies and Gentlemen: Pursuant to Section 3.09 of the Sale and Servicing Agreement and Section 5(f) of the Underwriting Agreement with respect to the above-referenced offering, the undersigned officer of GreenPoint Mortgage Funding, Inc. (as "Master Servicer") hereby certifies as to the following: 1. a review of the activities of the Servicer and its performance under the Sale and Servicing Agreement during the preceding fiscal year since the inception of the trust has been made under the direct supervision of the undersigned officer; and 2. to the best knowledge of the undersigned officer, based on such review, the Master Servicer has fulfilled all of its material obligations under the Sale and Servicing Agreement throughout the applicable period, and there has been no known default in the fulfillment of the Master Servicer's material obligations throughout such period. [Signature Page to Follow] First National Bank of Chicago Ambac Assurance Structured Finance Moody's Residential Loan Monitoring Group Standard & Poor's March 31, 2000 Page 2 Very truly yours GREENPOINT MORTGAGE FUNDING, INC., as Master Servicer /s/ Kristen Decker -------------------- Kristen Decker Vice President EX-99.3 3 COMPLIANCE DOCUMENT Exhibit 99.3 [GREENPOINT MORTGAGE FUNDING, INC. LETTERHEAD] March 31, 2000 First National Bank of Chicago One North State Street, 9th Floor Chicago, IL 60602-0126 Attn: Corporate Trust Administration Department Ambac Assurance Corporation One State Street Plaza New York, NY 10004 Attn: Structured Finance Department-MBS Moody's Residential Loan Monitoring Group 4th Floor, 99 Church Street New York, NY 10007 Standard & Poor's 26 Broadway New York, NY 10004 RE: Headlands Home Equity Loan Trust (Series 1998-2); Annual Statement as to Compliance by the Issuer ----------------------------------------------- Ladies and Gentlemen: Pursuant to Section 3.9 of the Indenture with respect to the above- referenced offering, the undersigned officer of GreenPoint Mortgage Funding, Inc. (as "Manager") hereby certifies as to the following: 1. a review of the activities of the Issuer and its performance under the Indenture during the preceding fiscal year since the inception of the trust has been made under the direct supervision of the undersigned officer; and 2. to the best knowledge of the undersigned officer, based on such review, the Issuer has fulfilled all of its material obligations under the Indenture throughout the applicable period, and there has been no known default in the fulfillment of the Issuer's material obligations throughout such period. [Signature on Following Page] First National Bank of Chicago Ambac Assurance Corporation Moody's Residential Loan Monitoring Group Standard & Poor's March 31, 2000 Page 2 Very truly yours HEADLANDS HOME EQUITY LOAN TRUST (Series 1998-2) By: GREENPOINT MORTGAGE FUNDING, INC., as Manager /s/ Kristen Decker ----------------------------- Kristen Decker Vice President -----END PRIVACY-ENHANCED MESSAGE-----